The overall aim of the current proposal is to develop knowledge about the prevention of panic disorder (PD) using a specialized anxiety-smoking cessation intervention. This program will target, within the context of a controlled randomized selected prevention program, two malleable vulnerability factors for the development of PD - anxiety sensitivity (the fear of anxiety and anxiety-related sensations) and cigarette smoking. Panic disorder is a common, severe, and chronic condition characterized by recurrent panic attacks and worry about the possibility of experiencing a future panic attack [American Psychiatric Association (APA), 1994]. Cigarette smoking, the leading cause of death and disability in North America [Centers for Disease Control and Prevention (CDC), 1994], is particularly common among those with, or at risk for, developing PD; approximately 40% of individuals with PD are currently regular smokers and over 60% have a lifetime history of smoking (Amering et al., 1999; Lasser et al., 2000). There is empirical evidence that suggests bi-directional associations between smoking and panic factors, consistent with a positive feedback loop process, resulting in a variety of negative effects. This issue sits on the backdrop of me larger recognition that, although substance use problems frequently co-occur with panic and other forms of psychopathology, there has been little effort to develop theoretically-integrated programs to target behavioral processes that contribute to this comorbidity (Otto, Powers, & Fischmann, in press; Zvolensky & Schmidt, 2004). The present proposal aims to begin to fill this gap in the existing literature by prospectively evaluating quitting behavior and panic outcomes within the context of a controlled randomized selected prevention program. The prevention program, implemented across two sites, will utilize cognitive restructuring and interoceptive exposure strategies with a specific focus on reducing the fear of anxiety and related anxiety processes in order to (1) decrease the development of panic attacks and panic disorder; and (2) facilitate successful cessation. This Panic-Smoking Prevention Program (PSPP) will integrate interoceptive exposure, cognitive restructuring, and psychoeducation exercises developed for panic prevention and treatment programs with standard smoking cessation counseling. The PSPP program will be compared to a standard anxiety sensitivity amelioration intervention, standard smoking cessation, and a health information control condition. [unreadable] [unreadable]